Sam Bakhshandehpour

About Sam Bakhshandehpour

Independent director of Shift4 Payments, Inc. since October 2022; Class III director with term expiring at the 2026 annual meeting; age 49; Bachelor of Science in Business Administration from Georgetown University’s McDonough School of Business . Current operating roles include CEO and board member of José Andrés Group (since 2020) and CEO & Managing Partner of Silverstone (since 2015), bringing hospitality and finance operating expertise to the board . He is deemed independent under NYSE rules and serves on the Audit and Compensation Committees .

Past Roles

External Roles

Board Governance

• Board structure: Shift4 board comprises eight members with staggered three-year terms; Bakhshandehpour is a Class III director (term to expire at the 2026 annual meeting) .
• Committee assignments: Audit Committee member; Compensation Committee member; not a chair (Audit Chair: Jonathan Halkyard; Compensation Chair: Christopher Cruz; Nominating & Corporate Governance Chair: Sarah Grover) .
• Committee activity: Audit Committee met 4 times in 2024; Compensation Committee met 4 times in 2024 .
• Independence: Identified as an independent director under NYSE rules; also meets heightened independence standards applicable to compensation committees .
• Board attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; all incumbent directors attended the 2024 annual meeting .
• Lead Independent Director: Christopher Cruz .
• Controlled-company context: As long as the company is a “controlled company” under NYSE rules, compensation committee members need not meet NYSE independence requirements; nonetheless, Bakhshandehpour qualifies as independent and as a “non-employee director” under Rule 16b-3 .

Fixed Compensation

Notes: Director fees are paid quarterly in arrears and prorated as needed .

Performance Compensation

Other Directorships & Interlocks

The proxy lists current Shift4 directors and confirms Bakhshandehpour’s independence; no compensation committee interlocks are disclosed for 2024 .

Expertise & Qualifications

• Operating leadership across hospitality, restaurants, lodging, and entertainment; CEO roles at José Andrés Group and Silverstone .
• Financial literacy sufficient for Audit Committee service (board states Audit members meet NYSE financial literacy requirements; Audit Committee financial expert designation applies to Cruz and Halkyard) .
• Public company governance experience through prior director role at The New Home Company .
• Education: B.S. in Business Administration, Georgetown University (McDonough) .

Equity Ownership

Additional alignment policies:

• Director stock ownership guideline: 5.0x annual cash retainer; compliance expected within 5 years of board service; shares owned outright and net value of unvested time-based RSUs count toward guidelines .
• Anti-hedging and anti-pledging: Directors may not hedge or pledge Company securities; exceptions may be granted by the General Counsel. Pledging restrictions do not apply to Class B/C and LLC units (relevant primarily to founder holdings) .
• Clawback: Compensation recovery policy applies to Section 16 officers (not generally to non-officer directors) .

Governance Assessment

• Strengths:

  • Independent director with dual committee service (Audit, Compensation), contributing operating and financial oversight; both committees met four times in 2024, indicating regular cadence .
  • Clear director pay structure with majority in equity (standard $210k RSU vs $50k cash), aligning incentives to shareholder value; 2024 actual for Bakhshandehpour: $67,500 cash and $200,000 equity .
  • Stock ownership guidelines for directors and anti-hedging/anti-pledging policies bolster alignment and risk controls .
  • Independence affirmed under NYSE; no compensation committee interlocks disclosed for 2024 .

• Watch items / potential conflicts:

  • Advisory role at Fiserv (payments ecosystem) presents a potential industry interlock; however, no related-party transactions involving Bakhshandehpour are disclosed; related-party transactions are reviewed by the Audit Committee (of which he is a member) with recusal required for interested directors .
  • Shift4’s “controlled company” status means certain independence rules are not required, though Bakhshandehpour individually meets heightened standards; investors should monitor committee composition and independence as control dynamics evolve .

• Attendance and engagement signal: All directors met at least the 75% attendance threshold; all attended the 2024 annual meeting, supporting engagement expectations .

• Board leadership: Lead Independent Director role is in place (Christopher Cruz), supporting independent oversight .

Director Compensation (Detail)

Non-employee director compensation policy highlights:

• Annual cash retainer: $50,000; committee fees as applicable: Audit member $15,000; Compensation member $10,000; Chair premiums as specified; paid quarterly in arrears and prorated .
• Equity: Initial (prorated) and Annual RSU awards with $210,000 fair value; vest in full on first anniversary; accelerate upon change in control .

Committee Participation Snapshot (2024)

Shareholder Outcomes Context (signals)

• 2024 Annual Meeting: Say-on-pay approved (290,943,779 For; 6,847,349 Against; 149,586 Abstain; 6,383,800 broker non-votes), indicating broad investor support for executive compensation framework overseen by the Compensation Committee .

RED FLAGS

• None disclosed specific to Bakhshandehpour regarding related-party transactions, hedging/pledging exceptions, low attendance, or unusual director pay practices; compensation committee interlocks not present in 2024 .
• Board-level risk to monitor: founder pledging and prior structured transactions are disclosed as company-level risk factors (not tied to Bakhshandehpour) and are overseen by the board/committees .